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such  indebtedness  and  repay  the  amounts  outstanding  under  the  A&R  Credit  Agreement  or  outstanding 
convertible promissory notes at the applicable maturity, or when repayment is otherwise required pursuant to 
the terms of the note.

Our  pricing  structures  for  our  models,  platform,  and  applications  change  from  time  to  time, 
which could adversely affect our business, financial condition, and results of operations.

We have in the past changed, and we expect that in the future we may change, our pricing models, including as 
a  result  of  competition,  macroeconomic  conditions,  compliance  with  increased  regulatory  hurdles,  the 
maturation of the market for AI models, platforms, and applications, or changes in how our models, platform, 
and  applications  are  broadly  consumed.  As  a  result,  we  may  be  required  to  reduce  our  prices,  offer  shorter 
contract  durations  or  offer  alternative  pricing  models,  such  as  outcome  or  task-based  pricing,  any  of  which 
could adversely affect our business. In addition, our agentic offerings are structurally more compute-intensive 
than our non-agentic offerings. If we are unable to implement pricing models that adequately reflect the higher 
compute  intensity  of  these  agentic  workloads,  or  if  competitive  dynamics  constrain  our  ability  to  price  these 
products  at  levels  sufficient  to  cover  their  costs,  our  compute  efficiency  could  deteriorate  as  agentic  usage 
grows, which could adversely affect our ability to achieve or sustain profitability.

Additionally,  as  we  continue  to  target  selling  our  models,  platform,  and  applications  to  our  enterprise 
customers,  these  customers  may  demand  different  pricing  structures,  price  concessions,  or  additional 
functionality  at  the  same  price  levels.  If  we  are  unable  to  modify  or  develop  effective  pricing  models  and 
strategies  that  are  attractive  to  existing  and  prospective  customers,  our  business,  financial  condition,  and 
results of operations may be adversely affected. 

If we are unable to attract, retain, or motivate highly skilled personnel, we may not be able to 
grow or operate effectively.

Our  performance  and  ability  to  grow  our  business  depend  on  the  talents  and  efforts  of  highly  skilled 
individuals, and our future success depends on our continuing ability to identify, hire, develop, motivate, and 
retain  highly  skilled  personnel  for  all  areas  of  our  organization.  Our  business  is  particularly  dependent  on  a 
limited  pool  of  researchers,  engineers,  and  technical  personnel  with  specialized  experience  in  designing, 
training,  deploying,  and  operating  frontier  models  and  the  underlying  infrastructure  that  supports  them.  We 
have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining 
highly skilled employees with appropriate qualifications at the pace that our operations require. Competition in 
our  industry  relating  to  hiring  and  retaining  employees  with  appropriate  qualifications  and  on  competitive 
economic terms is exceptionally intense and has escalated significantly in recent periods, especially in the San 
Francisco Bay Area, where our headquarters is located and where we have a substantial presence and need for 
highly  skilled  personnel.  A  small  number  of  well-capitalized  AI  labs,  large  technology  companies,  and  new 
market  entrants  compete  aggressively  for  a  relatively  fixed  supply  of  individuals  with  the  requisite  expertise. 
Certain of our competitors have directly solicited, and continue to directly solicit, our employees. Our former 
employees are also generally able to join or found competing companies immediately following their departure, 
and,  subject  to  their  confidentiality  and  other  legal  obligations,  use  the  general  skills,  know-how,  and 
experience  they  developed  while  employed  by  us.  In  addition,  we  have  in  the  past,  and  may  in  the  future,  be 
subject to claims or disputes relating to the solicitation or hiring of employees, including allegations that such 
hires  violated  non-compete,  non-solicitation,  intellectual  property,  confidentiality,  or  other  employment-
related obligations.

As  our  company  continues  to  grow  and  our  industry  evolves,  the  incentives  to  attract,  retain,  and  motivate 
employees provided by our cash and equity awards or by future arrangements may not be as effective as in the 
past. Many of the companies with which we compete for highly qualified personnel have greater resources than 
we have and may be willing to offer more attractive compensation packages. We may need to invest significant 
amounts  of  cash  and  equity  to  attract  and  retain  employees,  resulting  in  substantial  additional  share-based 
compensation  expense  and  dilution  to  the  ownership  of  our  existing  stockholders,  and  we  may  never  realize 
returns on these investments that are commensurate with the level of our expenditures. If the perceived value 
of our compensatory package declines or is subject to significant value fluctuations, it may adversely affect our 
ability  to  attract  and  retain  highly  skilled  employees.  In  addition,  we  have  a  number  of  current  employees, 
including  our  co-founders,  who  hold  equity  in  our  company  or  whose  equity  awards  are  or  will  become 
substantially vested upon the completion of this offering. This may be particularly true for certain of our longer-

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